Anthony Hopkins as Corky Withers / Fats (voice)

Ann-Margret as Peggy Ann Snow

Burgess Meredith as Ben Greene

Ed Lauter as Duke

E.J. André as Merlin

Jerry Houser as Cab Driver

David Ogden Stiers as George Todson

Lillian Randolph as Sadie

Joe Lowry as Club M.C.

Robert Hackman as Father

Mary Munday as Mother